The purpose of this paper is to investigate the osteogenesis and adipogenesis in bone marrow mesenchymal stem cells (MSCs) isolated from normal rats and osteoporotic rats by ovariectomy. Osteoporotic animal model was established in 3 month-old and 6 month-old female Sprague-Dawley (SD) rats by ovariectomy. Animal experiments were divided into 4 groups: 1) control-3 group; 2) ovx-3 group; 3) control-6 group and 4) ovx-6 group. MSCs were isolated by means of the density-gradient centrifugation method from each group, respectively. Colony-forming unit-fibroblast (CFU-Fs ) number, CFU-Fs size distribution and cell density in CFU-Fs of primary passage MSCs were measured at the inverted phase contrast microscope. The cell cycle and proliferation index (PI) as well as apoptosis idex (AI) of MSCs were studied by (FCM). After osteogenic induction (OSI), calcium nodes of MSCs were marked by alizarin red staining (ARS); The expression level of alkaline phosphatase(ALP) was detected by dynamics method with substrate of phosphoric acid para-Nitro benzene and the content of osteocalcin (OCN) was detected with the isotope labelling method. After adipogenic induction (ADI), lipid droplet in MSCs were detected by oil red O staining and the mRNA level of lipoprotein lipase (LPL) was measured by RT-PCR. The results showed that CFU-Fs and PI are obviously decresed and AI are increased of MSCs in OVX-3 and OVX-6 groups (P<0.05). The secretory volume of ALP and BGP of MSCs and the content of calcium nods of MSCs are lower in OVX-3 and OVX-6 groups than that in control-3 and control-6 groups after osteogenic induction (P<0.05). The number of lipid droplet and the expression level of LPL mRNA are higher in OVX-3 and OVX-6 groups than that in control-3 and control-6 (P<0.05). The result in our study suggested that depress of osteogenesis and the up-regulation of adipogenesis of MSCs in osteoporotic rats by ovariectomy may be relate close to the pathogenesis of osteoporosis.